0001193125-12-068037.txt : 20120221 0001193125-12-068037.hdr.sgml : 20120220 20120217212953 ACCESSION NUMBER: 0001193125-12-068037 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120221 DATE AS OF CHANGE: 20120217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 12624660 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Applied Medical Corp CENTRAL INDEX KEY: 0001534727 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272245891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 BUSINESS PHONE: (949) 713-8000 MAIL ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 SC 13D 1 d301236dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

 

 

Cardica, Inc.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

14141R101

(CUSIP Number)

 

Said S. Hilal

President and Chief Executive Officer

Applied Medical Corporation

22872 Avenida Empresa

Rancho Santa Margarita, California 92688

(949) 713-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copies to:

Rick C. Madden, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

 

February 10, 2012

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box    ¨.

 

 

 


 

CUSIP No. 14141R101  

 

  1.   

NAMES OF REPORTING PERSONS:

 

Applied Medical Corporation

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

[WC]

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7.    

SOLE VOTING POWER

 

3,300,0001

     8.   

SHARED VOTING POWER

 

0

     9.   

SOLE DISPOSITIVE POWER

 

3,300,0001

   10.   

SHARED DISPOSITIVE POWER

 

0

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,300,000

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

9.1%2

14.

 

TYPE OF REPORTING PERSON

 

CO

 

1 

Sole voting power and sole dispositive power are held indirectly through control of Applied Medical Resources Corporation, a California corporation, a wholly owned subsidiary of the reporting person.

2 

Based on 36,265,970 shares of Common Stock outstanding as of February 8, 2012, as disclosed in the Issuer’s final prospectus supplement, filed with the Securities and Exchange Commission on February 8, 2012.


Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Cardica, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 900 Saginaw Drive, Redwood City, California 94063.

 

Item 2. Identity and Background.

This Statement is being filed by Applied Medical Corporation, a Delaware corporation (the “Company”). The Company is indirectly the beneficial owner of the shares of Common Stock to which this Statement relates through its control of Applied Medical Resources Corporation, a California corporation (“AMRC”), a wholly owned subsidiary of the Company that holds such shares of Common Stock directly. The address of the principal place of business and principal office of the Company is 22872 Avenida Empresa, Rancho Santa Margarita, California 92688. The Company, together with its subsidiaries, is engaged in the development, manufacture and marketing of medical devices for general, colorectal, bariatric, vascular, gynecological, urological and pediatric surgical procedures. Schedule A attached to this Statement and incorporated herein by reference (“Schedule A”) sets forth the information required to be disclosed in response to Item 2 and General Instruction C of Schedule 13D with respect to each executive officer and director of the Company (the “Schedule A Persons”).

During the last five years, neither the Company nor, to the Company’s knowledge, any of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither the Company nor, to the Company’s knowledge, any of the Schedule A Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Company is a Delaware corporation. Each of the Schedule A Persons is a citizen of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration.

On February 13, 2012, AMRC acquired 3,300,000 shares of Common Stock in the Issuer’s public offering of Common Stock at a purchase price of $1.65 per share. The funds used by AMRC to acquire the shares of Common Stock described herein were from working capital. As of the date hereof, the total number of shares of Common Stock held by the Company is 3,300,000 shares.

 

Item 4. Purpose of Transaction.

The Company acquired beneficial ownership of the shares of Common Stock described herein for investment and strategic purposes. Neither the Company nor any of the Schedule A Persons has any present plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.

The Company intends to continuously review its investment in the Issuer and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it, (iii) to enter into a technology development agreement, joint marketing agreement or other strategic


partnership with the Issuer, or (iv) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in Items 4(a) to 4(j) of Schedule 13D. Notwithstanding anything contained herein, the Company specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Company currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Company and its subsidiaries; developments with respect to the business of the Company and its subsidiaries; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

 

Item 5. Interest in Securities of the Issuer.

The following information with respect to the ownership of Common Stock by the Company is provided as of February 14, 2012:

AMRC beneficially owns 3,300,000 shares of Common Stock, or approximately 9.1% of the Issuer’s outstanding Common Stock. The Company, as the sole stockholder of AMRC, may be deemed to beneficially own the shares of Common Stock beneficially owned by AMRC. To the best knowledge of the Company, none of the Schedule A Persons beneficially owns any shares of Common Stock.

The Company, through its control of AMRC, has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, the shares of Common Stock held by AMRC.

The information contained in Items 3 and 4 of this Statement is hereby incorporated by reference into this Item 5. Other than as disclosed in Items 3 and 4 of this Statement, neither the Company nor, to the best knowledge of the Company, any of the Schedule A Persons has effected any transactions in the Common Stock during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

 

Item 7. Material to be Filed as Exhibits.

None.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2012

 

APPLIED MEDICAL CORPORATION
By:  

/s/ Said S. Hilal

  Name: Said S. Hilal
  Title: President and Chief Executive Officer


Schedule A

Directors and Executive Officers of

Applied Medical Corporation

The name and present principal occupation of each director and executive officer of Applied Medical Corporation are set forth below. Unless otherwise noted, the business address of each person listed below is c/o Applied Medical Corporation, 22872 Avenida Empresa, Rancho Santa Margarita, California 92688. All directors and executive officers listed below are United States citizens.

 

Name

   Principal Occupation and Business Address (if applicable)
Said S. Hilal    President and Chief Executive Officer and Director, Applied Medical Corporation
Nabil Hilal    Group President, Technology and Director, Applied Medical Corporation
Samir Tall    Chief Financial Officer, Applied Medical Corporation
Stephen E. Stanley    Group President, Distribution, Applied Medical Corporation
Gary Johnson    Group President, Surgical, Applied Medical Corporation
Michael Vaughn    Vice President, General Counsel and Secretary, Applied Medical Corporation
Kari Moore    Chief Accounting Officer, Applied Medical Corporation
Dennis L. Fowler, M.D.    Director of Applied Medical Corporation; Professor of Clinical Surgery at Columbia University College of Physicians and Surgeons
Mark P. de Raad    Director of Applied Medical Corporation; Executive Vice President and Chief Financial Officer of Masimo Corporation, 40 Parker, Irvine CA 92618
Leslee A. Temple, FASLA    Director of Applied Medical Corporation; President, Nuvis Landscape Architecture and Planning, 3151 Airway Avenue, Suite J-3, Costa Mesa, CA 92626
Thomas M. Kasten    Director of Applied Medical Corporation; Mayor of Hillsborough, CA